Extended License Agreement for the Authoring Tools
This is a legal agreement between you (hereinafter referred to as the “Licensee”) and Icons8.com (hereinafter referred to as the “Developer“). Use or copying of any content via any method, constitutes your acceptance of the terms of this Agreement.
In consideration of the obligations, warranties and undertakings of the Licensee in this Agreement, and subject to and conditional upon their full and timely performance and observance, the Developer grants to the Licensee a non-transferable, non-exclusive worldwide license to use the icons, photos and illustrations(hereinafter referred to as the “Visual Content”) for the Permitted Uses (as defined below). All other rights in and to the Visual Content, including, without limitation, all copyright and other intellectual property rights relating to the Visual Content, are retained by the Developer, as the case may be.
Licensee may, subject to the Restrictions on Use listed below, use, alter, crop, or adapt the Visual Content in connection with the following permitted uses.
- Software produced and distributed by the Licensee, including desktop, the web, and mobile applications (hereafter referred to as the “Software“). The Software can be text and graphic editors, programming IDEs, mobile app generators, website templates, website generators, and printing tools. Any other usage of the Visual Content is subject to prior express written consent.
- Content produced by the Licensee’s software, including documents, images, websites, and applications (hereinafter referred to as the “Content“).
The Visual Content can be used only via our API.
Except as provided herein, Licensee may not:
- Sublicense, sell, or distribute raw Visual Content that is not a part of the Software.
- Sell, license, or distribute final products in such a way that others are allowed to extract or access the Visual Content as stand-alone files.
- Distribute, post, or upload the Visual Content online in a downloadable format
- Enable others to distribute, post, or upload the Visual Content online in a downloadable format.
- Use the Visual Content in any way that infringes on any copyright, trade name, trademark, or service mark.
The License is valid for the duration of the pre-paid licensing period (hereinafter referred to as the “License Duration“), including:
- New features, fixes, and improvements to the software and API
- New Visual Content
- Customer Support
After the Expiration, the License is valid for:
- The Software that the Licensee released, published, and started to distribute (hereinafter referred as “Published”) before the Expiration
- The Content created with this Software
After the Expiration, the License is not valid for:
- The Software that the Licensee Published after the Expiration
- New Visual Content, created after Expiration
- Accessing API
- New features, fixes, and improvements to the software and API added after the Expiration
Fair Access Policy
To ensure equal access to the Visual Content for all users, the Developer reserves the right to slow down or limit API access to the Licensee without prior consent. The Developer will send notification and seek to resolve this action with the Licensee. This event is triggered in the case of an extremely high number of requests to our API from the Licensee.
The Visual Content is licensed for an unlimited number of products within a single company or produced by the same individual. However, the license is not distributed to other companies or individuals. Separate licenses should be purchased in this case, including for the following:
- International branches of the same companies
- Separate business entities within a single holding or affiliated in another way
- Different clients of the same agency or individual
Warranties of the License
The Licensee warrants and undertakes, confirms and agrees with the Developer:
- The Licensee shall retain restricted control and possession at all times of the Visual Content and shall not allow the Visual Content to fall into the hands of third parties who are not licensed
- The Licensee shall indemnify and keep fully indemnified the Developer from and against all actions, proceedings, claims, demands, costs (including any legal costs or expenses properly incurred and any compensation costs and disbursements paid by the Developer on the advice of their legal advisors to compromise or settle any claim), awards and damages arising directly or indirectly as a result of any breach or non-performance by the Licensee of any of the Licensee's undertakings, warranties or obligations under this Agreement.
- The Licensee warrants and undertakes not to assign or license the use of the Visual Content or any portion thereof for any purpose other than those purposes specifically agreed between the Developer and the Licensee under this Agreement. In particular, the Licensee may not loan, rent, hire or otherwise transfer or purport to transfer the right to use the Visual Content in any way to any other person or entity.
- The Licensee accepts and warrants that use of the Visual Content shall not infringe any third party rights, of any nature, and any liability for the infringement of third party rights, of whatsoever nature, shall rest with the Licensee.
- The Developer will not be liable for any damages of any kind arising from the unavailability of the service, including, but not limited to lost profits, and direct, indirect, incidental, punitive and consequential damages.
All the Visual Content is owned by the Developer, protected by Copyright law, and is bound by the laws in force in the United States of America. No title to or intellectual property rights to the Visual Content are transferred to the Licensee. The Developer retains all rights not expressly granted by this License Agreement.
Some of the Visual Content contains copyrighted symbols such as trademarks and movie characters. This Visual Content shall be used in accordance with accepted trademark practice, including identification of trademark owner's name.
Visual Content which includes any trademarked material can only be used to identify printed or electronic products or services pertaining to the particular source of the trademark. those of others. Such use of any trademark does not give you any rights of ownership in that trademark. Except as stated above, this License Agreement does not grant you any intellectual property rights in the Visual Content. Unpublished rights are reserved. You must leave all copyright notices and text intact and unaltered as shown in the Visual Content.
It shall constitute repudiation by the Licensee of its rights and obligations under this Agreement if:
- The Licensee is in breach of any other term of this Agreement
- Any of the Licensee's warranties or representations shall prove to have been incorrect
Governing Law and General Provisions
This Agreement will be governed by the laws in force in The United States of America and California excluding the application of its conflicts of law rules. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. The Licensee agrees that the Visual Content will not be shipped, transferred or exported into any country or used in any manner prohibited by export administration legislation or any other export laws, restrictions or regulations.